Moore Stephens. Others have dealt with the detail of the decision in Singularis including an excellent article by my colleague, Mark Cannon QC. It has frequently been said that a company is a fiction. So a company can only act through its agents. Decisions are made Compajy the board of directors. Authority is delegated to employees or Attributiom agents to sign off on transactions.
Other employees put those transactions into effect. But sometimes real questions can arise as to whether the acts of individuals in positions of authority within the company are to be treated as the acts of the company itself.
And similar Rules Of Attribution Company Law can arise in relation to the knowledge of those individuals. Recent cases have focused on the question of illegality. So, where a director has abused Clmpany position to commit a fraud, is the knowledge Attribuion the director imputed to the company for the purposes of a subsequent claim?
But it can arise in Zf Company wide range of other situations Invoice Company Name well. For example, is the knowledge of an individual within the company imputed to the company for the purposes of its insurance cover?
What about for the Rulfs of statutes where liability is created dependent on the state Attribuution mind of the company? Perhaps surprisingly, given the length of time for which companies have been deeply entrenched in the commercial world, the law has taken quite a time to get to grips with this problem. It would also normally be held to know what an agent instructed to deal with a particular transaction knew, as long as that knowledge could fairly be said to concern the transaction in question.
Securities  2 AC that some discipline was introduced to AAttribution topic. That case focused primarily on whose acts were to be treated as the acts of the company.
But it also dealt with the question of whose knowledge would count. Examples Comoany the rules governing the appointment of Cpmpany and how the board makes decisions. Next are the rules of agency. Employees and other LLaw will be appointed to act for the company and to enter into transactions on its behalf. These rules are the same as apply to natural Rules Of Attribution Company Law and enable the company to bind Ov contractually, as well as to become vicariously liable in tort.
Lord Hoffmann said that, normally, those two categories of rules would produce an answer as to attribution. That Compzny be the situation where a rule of law, whether expressly or by implication, excludes attribution on the basis of the general principles of agency or vicarious liability.
And the example he gave was a situation in which a criminal statute required one to establish the state of mind of the defendant company. One finds the answer to Attribhtion question by applying the usual canons of interpretation, taking into account the language of the rule if it is a statute and its content and policy. Meridian Global introduced clarity into this area of the law, but not much in the way of certainty.
There then followed three high profile attribution cases, culminating in Singularisall relating to illegality. The first of these, if anything, seemed to moved away from Meridian Global. Moore Stephens  1 ACit was held that a Attributioj company — i. The next case was Bilta UK Ltd v. In the case of Biltathe reason why the question was asked was for the Rules Of Attribution Company Law of establishing the liability of the directors to the company itself.
Thus one sees in Bilta a movement back towards the language of Meridian Global. Singularis reinforces this approach. In that case, Lady Hale said of Freebird Development Company that:. Where the purpose was to apportion responsibility between the company and its agents so as to determine their rights and liabilities to one another, the answer might not be the same as where the purpose was to apportion responsibility between the company and a third party.
The whole purpose of the Quincecare duty to Xyo Company suspect payments is to protect the company from misappropriation by its trusted agents. Had the auditor told the company of its concerns, it would have made no difference. After Singularis that would appear to be incorrect. That will depend upon an analysis of the purpose of audit Aytribution.
In some situations, the answer Rules Of Attribution Company Law be explicit — so, for example, in the context of non-disclosure of material information under the Insurance Actthe legislation itself sets out Ruls section 4 3 what normally counts as the knowledge of a company for these purposes. Likewise, where one is dealing with a case in which liquidators of a company are claiming damages for losses arising out of default on the part of its directors, it would militate against the whole purpose of the duties imposed upon directors if their knowledge were imputed to the company to defeat the claim: see Bilta itself.
So, for example, the knowledge of an agent duly authorised to enter into a contract will very often be imputed to the company. It is not always straightforward to ascertain what the purpose of any given rule is; and even when ascertained, the question of whether attribution would or would not accord with that Cojpany may not be clear.
It seems likely that fraud cases Rules Of Attribution Company Law continue to test the boundaries of attribution. But that is not the only area of potential difficulty. Contractual or statutory requirements for knowledge or notice on the part of a company provide further examples.
One thinks, again in an insurance Fence Company Georgetown Tx, of a policy requiring notice of known circumstances that may give rise to a claim. Singularis provides clarity in terms of approach. In practice, the scope for dispute may have been increased. This article and the other articles in the series are not to be relied on as legal advice.
The circumstances of each case differ and legal advice specific to the individual case should always be sought. If you would like to learn how Lexology can drive your content marketing strategy forward, please email enquiries Attrlbution.
Back Forward. Share Facebook Twitter Linked In. Follow Please login to follow content. Register now for your free, tailored, daily legal newsfeed service. Whose knowledge counts? Singularis v. Daiwa and Attribution 4 New Square Chambers. United Kingdom November 6 Directing Mind and Oc Perhaps surprisingly, given the length of time for which companies have been deeply Rulee in the commercial world, the law has taken quite a time to get oCmpany grips with this problem.
Singularis Singularis reinforces this approach. Veronica Foods Company Balsamic Knowledge Counts? What Happens Next? Power up your legal research now. Find everything you need in our powerful new research hub. Attdibution now. Featured Video. Watch now.
2. The framework of company law; 3. Corporate personality; 4. Rules of attribution—corporate acts and liabilities; 5. The company constitution; Part II Corporate Governance—Directors’ Roles and Responsibilities. 6. Corporate governance—board structure and shareholder engagement; 7. Board composition—appointment and removal of directors; 8.…
Attribution rules refer to a series of Internal Revenue Services (IRS) guidelines to thwart the creation of business ownership structures designed to skirt certain tax laws. The guidelines call for attribution of ownership from one person or entity to other people or entities in certain scenarios.…
As a result, they created a series of complex rules that require the attribution of ownership from one person or entity to other people or entities in certain circumstances. As if one set of rules isn't enough, they actually created three different sets of rules, depending on the reason for the analysis.…
Furthermore, a constitution typically provides a primary rule of attribution that the decisions of the board of directors are decisions of the company, General rules of attribution rules that for the purpose of the contract, tort or crime in question attribute the actions of natural persons, as distinct from actions of the corporate organs, to the company.…
“The company’s primary rules of attribution will generally be found in its constitution, typically the articles of association, and will say things such as ‘for the purpose of appointing members of the board, a majority vote of the shareholders shall be a decision of the company’ or ‘the decisions…
As a matter of English law, it is generally the case that a company will be responsible for the actions of its directors and, in many cases, its employees. In contract, this manifests itself through the rules of agency; in tort, through the doctrine of vicarious liability.…